Item 1.01
|
Entry into a Material Definitive Agreement.
|
On February 20, 2019, Seagate Technology public limited company (the Company) and its subsidiary Seagate HDD Cayman (the
Borrower) entered into a Credit Agreement (the Credit Agreement) by and among the Company, the Borrower, the lenders party thereto, The Bank of Nova Scotia, as administrative agent (the Administrative Agent), Bank of
America, N.A., Morgan Stanley Senior Funding, Inc. and BNP Paribas Securities Corp., as syndication agents, MUFG Bank, Ltd. and Wells Fargo Bank National Association, as documentation agents, and Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, BNP Paribas Securities Corp., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd. and Wells Fargo Bank, National Association, as bookrunners.
The Credit Agreement provides for a $1.3 billion senior unsecured revolving credit facility, under which the Borrower may borrow at any
time until the earlier of February 20, 2024 and the date of termination of the commitments under the Credit Agreement. The Credit Agreement also allows the Borrower to increase the facility by up to an aggregate of $300 million, provided
that (i) there has been, and will be after giving effect to such increase, no default, (ii) the increase is at least $25 million, and (iii) the existing commitments under the facility receive 0.50% most favored nation protection.
An aggregate amount of up to $75 million of the facility shall also be available for the issuance of letters of credit, and an aggregate amount of up to $50 million of the facility shall also be available for swing line loans.
The loans made under the Credit Agreement will bear interest at a rate of LIBOR plus a variable margin that will be determined based on the
corporate credit rating of the Borrower or one of its parent entities. The Borrowers obligations under the Credit Agreement will be guaranteed by the Company and certain material subsidiaries of the Company.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and customary events of default,
including among others,
non-payment
of principal, interest or other amounts when due, inaccuracy of representations and warranties, breach of covenants, insolvency or inability to pay debts, bankruptcy, or a
change in control (as defined in the Credit Agreement). The Company must meet an interest coverage ratio and a leverage ratio and maintain a minimum liquidity amount.
In connection with the Credit Agreement, the Borrower, the Company and certain other material subsidiaries of the Company (the Company, the
Borrower and such other subsidiaries, collectively, the Initial Loan Guarantors) entered into the U.S. Guarantee Agreement with the Administrative Agent, pursuant to which the obligations of the Loan Parties (as defined in the Credit
Agreement) under the Credit Agreement became guaranteed by the Initial Loan Guarantors. In addition, the Company, the Borrower and/or certain of the other Initial Loan Guarantors entered into the Indemnity, Subrogation and Contribution Agreement
with the Administrative Agent.